Sir Robert keeps his cool

FAR AWAY, on the platform at the end of the Queen Elizabeth II Conference Centre, was ranged the board of Mirror Group Newspapers. The press seats were at the back of the vast hall, coralled by a green rope two inches thick. So far away were they that a telescope would have been necessary to see the whites of the directors' eyes, let alone the expression on the face of Joe Haines. Still, it was possible to see that, far away, 12 elite figures sat on high against a soothing background of blue.

Far and few, far and few,

Are the lands where the Jumblies live;

Their heads are green, and their hands

are blue,

And they went to sea in a sieve.

Edward Lear's wise verse came irrepressibly to mind. Here they were: the chosen few, the great and good, men (they all were men) picked for their wisdom, probity and experience, quite unlike the common herd over whose lowly destinies they presided. And yet, with what a sailor, and in what a sieve they had journeyed] What holes had surrounded them on every side]

At MGN's annual general meeting on Thursday Sir Robert Clark, the chairman, rose to speak to several hundred shareholders, some pensioners, ranged beneath his feet, and at once we were reminded how many holes of uncertain size and number, coyly called 'extraordinary contingencies' remain in the craft that is MGN. For liabilities relating to the pension fund and the Maxwell companies are yet unknown.

'The directors believe they have made prudent estimates but only in time will it be shown whether they are deficient or excessive,' said Sir Robert. No man can know everything. The new chairman of MGN has, it was possible to see from the video link through which proceedings were filtered, blue eyes, his jovial, dignified countenance is fringed by silver hair. But 'great men', as the seer told Job, 'are not always wise'. Sir Robert's vast experience of finance and of Captain Bob over many years did not help him to see, after he became a non-executive director of MGN on flotation, that anything was wrong with Bob Maxwell's buccaneering captaincy.

'The fact of the matter is that no system of internal control, however elaborate, can stop fraudulent collusion by a group of individuals holding positions of authority and trust,' said Sir Robert. Such was the nature of the sieve in which they sailed. 'Some shareholders . . . have sought the resignation of the entire board alleging either culpability, collusion or navety,' said Sir Robert, reminding his audience what a wonderful thing was hindsight.

'What were you doing,' a shareholder demanded 'up there on the board when you knew Maxwell was condemned 20 years ago as not a fit person to run a public company?'

Sir Robert objected. 'None of us would have taken on the job if we had thought that Maxwell was a crook,' he said. 'How many can stand up and say: 'We said he was a crook a year ago?' '

Several hands in the hall went up, but he went on. It was totally unreal, he thought, to suggest that frauds carried out in secret between a number of people could have been found out.

Then one Phil Postings, shareholder, stood. 'One of your present non-executive directors is alleged to have said that Maxwell was a crook,' he reminded Sir Robert. This was true. Joe Haines apparently had that quality, rare, according to Sir Robert, of foresight. The day before Maxwell took over the Mirror he is said to have told a National Union of Journalists' meeting, 'Maxwell is a crook and a monster, and I can prove it.'

'Could he explain,' Mr Postings went on, 'to the meeting why he changed his opinion to such a degree that he was able to dip his pen in brown ink (laughter) and write a sycophantic biography of Maxwell? Could he say why he thinks he is a fit person to remain a non-executive member of the board?'

There was applause. Sir Robert did not think that what a director was alleged to have said was the business of the AGM. 'I'm sure the majority of the shareholders here would love you to bend the rules,' said the questioner. 'I'm sorry to disappoint you,' said Sir Robert, ever urbane. Mr Haines, fourth from Sir Robert's left hand, behind one of the five green bottles on the long table, said nothing.

There was a call for a motion of no confidence in the board. 'I'm afraid that is also out of order,' said Sir Robert.

Rupert Allason, MP for Torbay, took the microphone. 'I'm the respondent to the last writ for libel issued by Robert Maxwell,' he said, to laughter and applause. 'Why are cronies of Robert Maxwell still on that board?' asked Mr Allason. 'It is an insult.'

Mr Allason, Sir Robert said, was using emotive words. 'Why,' demanded Mr Allason, stung by this to further heights, 'are MGN in the running for an Olympic medal for back-pedalling?' (Laughter.) Were Mr Haines's solicitor's fees in the correspondence between them being paid by MGN?

Sir Robert said he didn't know. For the first time his urbanity seemed to slip. 'If anyone stands up and says he knows everything going on in the company he is not telling the truth. I don't know everything and I don't intend to. I never will,' he said.

Just after lunchtime, Sir Robert ended the questioning. He had, almost entirely, kept his cool throughout the morning, despite much hostility. He had good reason to do so, since most of MGN is now controlled by the administrators of the Maxwell private companies, and he had their full backing. So, although there was a white handkerchief in Sir Robert's top pocket, it was no flag of surrender. The board should stay. 'Newspaper companies don't run on automatic pilot. They have to be managed,' he said.

No doubt. Even so, if nothing can be done to stop major frauds the case for having an experienced, and expensive, team on a board begins to seem less strong. If the board of MGN had consisted of a dozen of the window cleaners and canteen staff, instead of Wise Men, could the group have been, on the day that the Captain went overboard, in a significantly worse position than it was, its assets in hock, its pension fund plundered, its liabilities uncertain?

Perhaps unsurprisingly, since so many of the crew's faces remain the same, some thought the sieve was simply bobbing on. 'Nothing has changed in Mirror Group Newspapers]' Mr Allason had cried at the end of his duel with Sir Robert. 'Nothing has changed]'

Cars came, and the assorted members of the board, including the silent Mr Haines, were transported back, to the City or St James's or the tenth floor of the Mirror building at Holborn: those few lands which seem, to the rest of us, so far away.

(Photograph omitted)